REGULATION S SUBSCRIPTION AGREEMENT
SECTION
1
1.1
Subscription .
(a) The
undersigned, intending to be legally bound, hereby irrevocably
subscribes for and agrees to purchase ____________ shares (the
“Shares”) of the common stock (the “Common
Stock”) of eSimple, Inc., a newly formed Nevada corporation
(the “Company”) in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). The undersigned understands
that the Shares are being sold in connection with an offering by
the Company of up to _____ shares at $___ per share (the
“Offering”).
The
undersigned further agrees and acknowledges that there is no
minimum, and all proceeds remitted to the Company shall be
immediately available for use by the Company in its sole
discretion.
1.2
Purchase of Shares .
The
undersigned understands and acknowledges that the purchase price to
be remitted to the Company in exchange for the Shares shall be
$____________. The undersigned further understands and acknowledges
that this subscription is irrevocable.
1.3
Acceptance or Rejection of Subscription .
Payment has been made
simultaneous herewith by either (i) wire transfer or (ii) by check
payable to eSimple, Inc. in full payment of the shares of common
stock subscribed for (the “Subscription Payment”). If
the undersigned has paid by check, the undersigned has sent a check
by overnight mail to the Company. The undersigned agrees that
subject to the conditions set forth herein, the Company will accept
subscriptions and payments therefor as they are received. The
undersigned further understands that the Company will notify the
undersigned as to whether its subscription has been accepted in
whole or in part as reasonably promptly as possible. If the Company
accepts all or a portion of the undersigned’s subscription,
the undersigned agrees that this Agreement shall become effective
with respect to the Company and the undersigned, and the Company
will promptly deliver to the undersigned an executed copy of this
Agreement and a share certificate representing the Shares. The
undersigned acknowledges that the Corporation may terminate this
offering at any time.
In
the event the sale of the Shares subscribed for by the undersigned
is not consummated by the Company for any reason (in which event
this Agreement shall be deemed to be rejected), this Agreement and
any other agreement entered into between the undersigned and the
Company relating to this subscription shall thereafter have no
force or effect and the Company shall promptly return or cause to
be returned to the undersigned the purchase price remitted to the
Company by the undersigned, without interest thereon or deduction
therefrom, in exchange for the Shares.
SECTION 2
2.1
Closing. The closing (the “Closing”) of the
purchase and sale of the Shares, shall occur simultaneously with
the acceptance by the Company of the undersigned’s
subscription, as evidenced by the Company’s execution of this
Subscription Agreement. You have the right to revoke your
subscription by written notice to the Company if the Closing has
not occurred on or before thirty days after the date that the
undersigned has delivered an executed signature page to this
Agreement and the payment thereof, unless you are in material
breach of the Agreement; in such event, this subscription shall
thereafter have no force or effect and the Company shall promptly
return or cause to be returned to you the purchase price remitted
to the Company by you, without interest thereon or deduction
therefrom.
SECTION 3
3.1
Investor Representations and Warranties . The undersigned
hereby acknowledges, represents and warrants to, and agrees with,
the Company and its affiliates as follows:
(a)
Investment Purposes . The undersigned is acquiring the
Shares for his own account as principal, not as a nominee or agent,
for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof in whole or in
part in any transactions that would be in violation of the
Securities Act or any state securities or “blue-sky”
laws. No other person has a direct or indirect beneficial interest
in, and the undersigned does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect
to, the Shares or any part of the Shares for which the undersigned
is subscribing that would be in violation of the Securities Act or
any state securities or “blue-sky” laws.
(b)
Authority . The undersigned has full power and authority to
enter into this Agreement, the execution and delivery of this
Agreement has been duly authorized, if applicable, and this
Agreement constitutes a valid and legally binding obligation of the
undersigned.
(c)
No General Solicitation . The undersigned is not subscribing
for the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio; or
presented at any seminar or similar gathering; or any solicitation
of a subscription by a person, other than Company personnel,
previously not known to the undersigned.
(d)
Investment Experience . The undersigned, or the
undersigned’s professional advisors, has such knowledge and
experience in finance, securities, taxation, investments and other
business matters as to evaluate investments of the kind described
in this Agreement. By reason of the business and financial
experience of the undersigned or his professional advisors (who are
not affiliated with or compensated in any way by the Company or any
of its affiliates or selling agents), the undersigned or his
advisors can protect his own interests in connection
with
the transactions described in
this Agreement. The undersigned is able to afford the loss of his
entire investment in the Shares.
(e)
Exemption from Registration . The undersigned acknowledges
his understanding that the offering and sale of the Shares is
intended to be exempt from registration under the Securities Act.
In furtherance thereof, in addition to the other representations
and warranties of the undersigned made herein, the undersigned
further represents and warrants to and agrees with the Company and
its affiliates as follows:
(1) The
undersigned has the financial ability to bear the economic risk of
his investment, has adequate means for providing for his current
needs and personal contingencies and has no need for liquidity with
respect to his investment in the Company; and
(2) The
undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and
risks of the prospective investment in the Shares. The undersigned
also represents it has not been organized for the purpose of
acquiring the Shares; and
(3) The
undersigned has been provided an opportunity for a reasonable
period of time prior to the date hereof to obtain additional
information concerning the offering of the Shares, the Company and
all other information to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense.
(f)
Economic Considerations . The undersigned is not relying on
the Company, or its affiliates or agents with respect to economic
considerations involved in this investment. The undersigned has
relied solely on its own advisors.
(g)
No Other Company Representations . No representations or
warranties have been made to the undersigned by the Company, or any
officer, employee, agent, affiliate or subsidiary of the Company,
other than the representations of the Company contained herein, and
in subscribing for Shares the undersigned is not relying upon any
representations other than those contained herein.
(h)
Compliance with Laws . Any resale of the Shares during the
‘distribution compliance period’ as defined in Rule
902(f) to Regulation S shall only be made in compliance with
exemptions from registration afforded by Regulation S. Further, any
such sale of the Shares in any jurisdiction outside of the United
States will be made in compliance with the securities laws of such
jurisdiction. The undersigned will not offer to sell or sell the
Shares in any jurisdiction unless the Investor obtains all required
consents, if any.
(i)
Regulation S Exemption . The undersigned understands that
the Shares are being offered and sold to him in reliance on an
exemption from the registration requirements of United States
federal and state securities laws under Regulation S promulgated
under the Securities Act and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein
in order to
determine the applicability of
such exemptions and the suitability of the Investor to acquire the
Shares. In this regard, the undersigned represents, warrants and
agrees that:
(1) The
undersigned is not a U.S. Person (as defined below) and is not an
affiliate (as defined in Rule 501(b) under the Securities Act) of
the Company and is not acquiring the Shares for the account or
benefit of a U.S. Person. A U.S. Person means any one of the
following:
(A) any
natural person resident in the United States of America;
(B) any
partnership or corporation organized or incorporated under the laws
of the United States of America;
(C) any
estate of which any executor or administrator is a U.S.
person;
(D) any
trust of which any trustee is a U.S. person;
(E) any
agency or branch of a foreign entity located in the United States
of America;
(F) any
non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. person;
(G) any
discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States of America;
and
(H) any
partnership or corporation if:
(i)
organized or incorporated under the laws of any foreign
jurisdiction; and
(ii)
formed by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts.
(2) At
the time of the origination of contact concerning this Agreement
and the date of the execution and delivery of this Agreement, the
undersigned was outside of the United States.
(3) &nbs
